Cadence Design Systems (CDNS) CFO receives stock awards, withholds shares for taxes

Rhea-AI Filing Summary

Cadence Design Systems Sr. VP & CFO John M. Wall reported equity compensation activity involving performance-based restricted stock units. On 2026-03-18, he acquired 43,239 and 8,416 shares of common stock at $0.0000 per share as awards tied to units that met performance criteria. A total of 4,239 shares were then withheld at $289.64 per share to cover tax obligations from the vesting, which is not an open-market sale. Following these transactions, Wall directly holds 108,375 shares of Cadence common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WALL JOHN M

(Last) (First) (Middle)

2655 SEELY AVENUE, BLDG. 5

(Street)

SAN JOSE CALIFORNIA 95134

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CADENCE DESIGN SYSTEMS INC [ CDNS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/18/2026		A		43,239(1)	A	$0	104,198	D
Common Stock	03/18/2026		A		8,416(2)	A	$0	112,614	D
Common Stock	03/18/2026		F		4,239(3)	D	$289.64	108,375	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents Performance-Based Restricted Stock Units that have met the performance criteria.

2. Represents Performance-Based Restricted Stock Units that have met the performance criteria, which vest in three equal annual installments on the first, second and third anniversaries of the grant date subject to continued service.

3. Shares withheld to satisfy tax obligations arising out of vesting of Performance-Based Restricted Stock Units that have met the performance criteria.

Remarks:

	/s/ Ahalya Hildreth, Attorney-in-Fact for John M. Wall	03/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Cadence (CDNS) CFO John M. Wall report in his latest Form 4?

John M. Wall reported equity awards and related tax withholding. He received common stock from performance-based restricted stock units that met performance goals, and a portion of the shares was withheld to satisfy tax obligations rather than sold in the open market.

How many Cadence (CDNS) shares did the CFO acquire in this transaction?

The CFO acquired 43,239 and 8,416 shares of Cadence common stock as grants. These shares came from performance-based restricted stock units that achieved required performance criteria, representing compensation rather than open-market purchases of the company’s stock.

Were any Cadence (CDNS) shares sold by the CFO on the market?

No open-market sales were reported. The filing shows 4,239 shares of Cadence common stock were withheld at $289.64 per share to cover tax obligations triggered by the vesting of performance-based restricted stock units that had met performance criteria.

What are performance-based restricted stock units in the Cadence (CDNS) filing?

They are share-based awards that convert into common stock only if performance goals are met. In this case, the units satisfied performance criteria, leading to stock delivery and staged vesting over three years, subject to the executive’s continued service with Cadence Design Systems.

How many Cadence (CDNS) shares does the CFO hold after these transactions?

After the reported award and tax withholding, John M. Wall directly holds 108,375 shares of Cadence common stock. This figure reflects his updated ownership position following the vesting of performance-based restricted stock units and related tax share withholding.

Why were some Cadence (CDNS) shares withheld in the CFO’s Form 4?

Shares were withheld to satisfy tax obligations arising from the vesting of performance-based restricted stock units. Instead of paying cash taxes, 4,239 Cadence shares were retained by the company at a price of $289.64 per share to cover the associated tax liability.